Practices

Mergers and Acquisitions

CL&M has long been recognized as a leader in advising on sophisticated mergers and acquisitions and related corporate transactions. We are especially experienced in handling U.S. acquisitions for offshore clients and the U.S. aspects of other cross-border transactions, including U.S. antitrust and regulatory matters such as compliance with the Hart-Scott-Rodino Antitrust Improvements Act and the Foreign Corrupt Practices Act. Additionally, our trusted network of skilled correspondents throughout the U.S. and the world allows us to easily coordinate the foreign aspects of multinational deals.

Over the years, we have represented a distinguished list of clients in almost every type of M&A transaction. Our depth of transactional experience, combined with our lean, cost-efficient mid-sized firm structure, allow us to deliver practical and effective advice to our clients. Our corporate attorneys are fully supported in their work by our firm's diverse practice groups, including Tax, Employment, Employee Benefits, Environmental and Land Use, Intellectual Property, Antitrust, Litigation, Banking, Insolvency and Creditors’ Rights and Real Estate.

We recognize that every transaction, regardless of size, is important to our clients. While we regularly advise large companies with their M&A deals, we also represent numerous smaller clients, many of whom do not regularly engage in M&A transactions. We strive to tailor our advice to the needs of our clients, recognizing that transactions of different size and complexity require different approaches. Finding the appropriate legal solution for each deal is a hallmark of

our practice.

Recent M&A representations have included the following transactions:

CL&M assisted Seaco SRL(formerly GE SeaCo SRL), the world’s fifth largest marine container leasing company, in its acquisition by HNA Group Company Limited of China, a leading diversified services and integrated operations company, and Brava Capital of Hong Kong. The total enterprise value of the transaction was approximately $2.5 billion.

CL&M assisted The Cooper Companies, Inc. (NYSE: COO) with the acquisition of Origio a/s, a Danish company listed on the Oslo, Norway stock exchange, through a tender offer followed by a compulsory acquisition of non-tendered shares. The enterprise value of the transaction was approximately $189 million.

We served as U.S. counsel to EZchip Semiconductor Ltd.(NASDAQ: EZCH), a fabless semiconductor company that develops and markets Ethernet network processors, in its merger with Mellanox Technologies, Ltd. (NASDAQ: MLNX) for approximately $811 million.

We assisted Progress Energy Resources Corp. with the sale of all of its outstanding common shares to Petronas Carigali Canada Ltd., the Canadian subsidiary of the Malaysian national oil and gas company Petronas. The transaction value was approximately CDN $5.5 billion.

We assisted PetroBank Energy and Resources Ltd. in its acquisition of TriStar Oil & Gas Ltd. for about CDN $2.24 billion and a strategic spin-off creating a new public company, PetroBakken Energy Ltd.

CL&M assisted Whitecap Resources Inc. with its purchase of Midway Energy Ltd. for approximately CDN $435 million in cash, equity and assumed debt.

We represented Trinity Biotech plc in its acquisition of Immco Diagnostics Inc. (Immco) for $32.7 million. Immco is a diagnostic company specializing in the development, manufacture and sale of autoimmune test kits on a worldwide basis.

CL&M assisted RADVISION Ltd. (NASDAQ: EVSN), a leading technology and end-to-end solution provider for unified visual communications, in its merger with Avaya, a global provider of business communications and collaboration systems and services.

We served as U.S. counsel to STARLIMS Technologies Ltd. (NASDAQ: LIMS), a leading provider of laboratory information management systems, in connection with its sale to Abbott (NYSE: ABT), for approximately $123 million in cash.

We represented Western Canadian Coal Corp. in the U.S. aspects of its sale to Walter Energy, Inc., a U.S. public company, for $3.3 billion. We previously represented Cambrian Mining Plc (AIM: CBM) in its acquisition by Western Canadian Coal Corp. by way of a UK Scheme of Arrangement valuing Cambrian at approximately $104 million.

We regularly represent CooperSurgical, Inc., a subsidiary of The Cooper Companies, Inc. and a manufacturer of medical devices, diagnostic products and surgical instruments primarily for obstetricians and gynecologists, with its acquisitions and disposals. Recent transactions include the acquisition of Summit Doppler Systems, Inc., a manufacturer of ultrasound and other monitoring and diagnostic equipment, its acquisition of Apple Medical Corporation, a distributor of surgical devices and related items, and the sale of its Meditron product line and other inactive products that were not part of CooperSurgical’s core business.

We regularly represent the Sword Group SE (EPA: SWP), a specialised IT services company, with its U.S. acquisitions and disposals. Recent transactions include the sale of its subsidiary, Ciboodle, to Kana Software Inc. and the restructuring of some of Sword’s U.S. assets prior to the sale, and the purchase of AgencyPort Insurance Services, Inc., a Boston-based developer of computer software for the insurance industry.

CL&M assisted UC RUSAL, the world’s largest aluminium producer, in its acquisition of a 35% stake in Alumina Partners of Jamaica (Alpart) from Norway’s Norsk Hydro ASA for $46 million, resulting in UC RUSAL holding 100% of Alpart. Alpart is a large production complex in Jamaica, which uses its own bauxite mines to supply its alumina production.

We represented Global Partners Fund and The Gates Group in their sale of Imperial Parking Corporation (Impark) to the Ontario Teachers’ Pension Plan Board. Impark is the largest parking operator in Canada and is number three in North America.

CL&M assisted the Eurocom Group, one of Israel’s largest privately owned holding groups, and its affiliate B Communications Ltd. with the acquisition of a controlling interest in Bezeq - The Israel Telecommunication Corp., Ltd., Israel’s largest telecommunications provider, for an aggregate cash purchase price of approximately NIS 6.5 billion (approximately $1.75 billion). We also assisted B Communications Ltd. in connection with the sale of its legacy telecom business to Ampal-American Israel Corporation for NIS 1.2 billion (approximately $324 million).

CL&M represented Danisco A/S(Copenhagen: DCO), a world leader in food ingredients, enzymes and brio-based solutions, with the U.S. aspects of its $6.4 billion sale to DuPont. We also advised Danisco A/S in its $615 million acquisition of all of the outstanding shares of Genencor International, Inc. (NASDAQ: GCOR), a diversified biotechnology company.

We advised London-based City Index Group Limited, a leading provider of retail derivative trading services, including CFDs, foreign exchange and spread betting, in its acquisition of FX Solutions LLC in an all-equity transaction. FX Solutions, based in Saddle River, New Jersey, provides a premier retail foreign exchange electronic trading platform for all major currency pairs.

We assisted DMI Technology Corp., a New Hampshire-based global provider of fractional-horsepower motor and motion control solutions for both industrial and commercial applications, in its acquisition of substantially all of the assets of Automotion Incorporated, a manufacturer of brushless AC and DC motion control technology, specializing in embedded industrial OEM servo applications.